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Shreeji Translogistics Ltd.

BSE: 540738 Sector: Others
NSE: N.A. ISIN Code: INE402Y01010
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NSE 05:30 | 01 Jan Shreeji Translogistics Ltd
OPEN 145.00
PREVIOUS CLOSE 145.00
VOLUME 10000
52-Week high 145.00
52-Week low 43.33
P/E 37.66
Mkt Cap.(Rs cr) 152
Buy Price 142.55
Buy Qty 1000.00
Sell Price 150.00
Sell Qty 1000.00
OPEN 145.00
CLOSE 145.00
VOLUME 10000
52-Week high 145.00
52-Week low 43.33
P/E 37.66
Mkt Cap.(Rs cr) 152
Buy Price 142.55
Buy Qty 1000.00
Sell Price 150.00
Sell Qty 1000.00

Shreeji Translogistics Ltd. (SHREEJITRANSLOG) - Director Report

Company director report

To

The Members

SHREEJI TRANSLOGISTICS LIMITED

{Formerly Known As : SHREEJI TRANSPORT SERVICES PRIVATE LIMITED }

Your Directors present the Annual Report and Audited Financial Statements of theCompany for the year ended 31st March 2018.

FINANCIAL RESULTS

Standalone Consolidated
Current Previous Current Previous
PARTICULARS Year ended 31-03-2018 Year ended 31.03.2017 Year ended 31-03-2018 Year ended 31.03.2017
(Rs. in Lac) (Rs. in Lac)
Revenue from Operations & other Income 11070.06 8773.27 11070.06 8773.27
Profit/(Loss) before Depreciation
Finance Cost and Taxation 1204.04 791.87 1203.56 791.87
Less/(Add) : Finance Cost 323.98 272.31 323.98 272.31
Less/(Add) : Depreciation & Amortisation 394.34 275.78 394.34 275.78
Profit / (Loss) before Taxation 485.72 243.78 485.24 243.78
Less/(Add): Prov. for Taxation
– Current 167.52 61.81 167.52 61.81
- Deferred 13.92 24.30 13.92 24.30
Profit / (Loss) after Taxation 304.28 157.67 303.80 157.67
Add : Balance as per Balance Sheet b/f 1136.08 1314.08 1136.08 1314.08
Less : Appropriations
- Proposed Dividend -- -- -- --
- Dividend Tax -- -- -- --
- Transfer to General Reserve -- -- -- --
- Provision of Gratuity of earlier years -- (100.66) -- (100.66)
- Amount Utilised for Issue of
Bonus Shares during the period -- (235.01) -- (235.01)
Balance c/fd to the Balance Sheet 1440.36 1136.08 1439.88 1136.08

There is no change in the nature of business of the Company.

DIVIDEND

In order to conserve resources for working capital requirements of the Company yourdirectors have not recommended any dividend for the year under review

MAJOR EVENTS DURING THE YEAR

During the year under consideration the name of the Company was changed from SHREEJITRANSPORT SERVICES PRIVATE LIMITED to SHREEJI TRANSLOGISTICS PRIVATE LIMITED with effectfrom 13/04/2017.

Further pursuant to the approval of shareholders the Company was converted into aPublic Limited Company and Certificate of Incorporation consequent upon conversion toPublic Company was issued by the Registrar of Companies on 10/08/2017 and accordingly thename of the Company was changed to SHREEJI TRANSLOGISTICS LIMITED.

During the year under consideration the Company completed its Initial Public Offerpursuant to which 954000 equity shares of Rs. 10/- each were allotted at an issue priceof Rs. 130/- consisting of Fresh Issue of 204000 equity shares and an Offer for Sale of750000 equity shares by the selling shareholders. All 3494175 equity shares of theCompany were listed on SME Platform of BSE Limited w.e.f. 13/10/2017.

OPERATIONS

Standalone

The Company achieved Service Turnover of Rs. 10861.48 Lac during the year underconsideration as compared to Service Turnover of Rs. 8670.58 Lac achieved during theprevious year which represents increase of about 25.27%. Net profit after tax during theyear under consideration is Rs. 304.28 Lac as against net profit after tax of Rs. 157.67Lac during the previous year. Your Directors are making constant endeavor to explore newareas to achieve higher turnover and profitability.

Consolidated

The wholly owned subsidiary company of the Company – STL Transworld PrivateLimited was incorporated on 6th October 2017. The said subsidiary company has not achievedany turnover during the year under consideration and accordingly the Group ServiceTurnover remains same as Standalone Service Turnover of Rs. 10861.48 Lac during the yearunder consideration. The consolidated net profit after tax for the year is Rs. 303.80 Lac.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performancereview for the year ended March 31 2018 as stipulated in Regulation 34 read withSchedule V of the Listing Regulations is available as a separate section which forms partof the Annual Report.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS OR SWEAT EQUITY SHARES

OFFERING OF ESOP AND BUY BACK OF SECURITIES

The Company has not issued equity shares with differential voting rights or sweatequity shares. The Company has not offered any shares under Employee Stock Option Scheme.The Company has not bought back any of its securities during the year under review.

MEETINGS OF THE BOARD OF DIRECTORS & COMMITTEES OF THE BOARD

Board Meetings

Fifteen Meetings of the Board of Directors of the Company were held during the yearunder consideration. The dates of the said Meetings are 13/04/2017 20/04/201715/05/2017 30/05/2017 01/07/2017 17/07/2017 02/08/2017 12/08/2017 16/08/201720/09/2017 11/10/2017 14/11/2017 23/11/2017 12/03/2018 and 27/03/2018. The details ofcomposition of the Board and attendance of Directors at the Board Meetings are given below:

Name of the Directors Number of meetings attended/ Number of meetings held during the tenure of 2017-18
Mr. Narendra C. Shah 13/15
Mr. Mahendra C. Shah 12/15
Mr. Rajnikant C. Shah 12/15
Mr. Bipin C. Shah 8/15
Mr. Mukesh M. Shah 9/15
Mr. Rupesh M. Shah 9/15
Mr. Paresh H. Ashra (Appointed w.e.f. 02/08/2017) 5/8
Mr. Utpal R. Desai (Appointed w.e.f. 02/08/2017) 4/8
Mrs. Drishti H. Parekh (Appointed w.e.f. 02/08/2017) 5/8

Audit Committee Meetings & Recommendation of Audit Committee

Two Meetings of Audit Committee were held during the year under consideration. Thedates of the said Meetings are 14/11/2017 and 12/03/2018. The details of composition ofthe Audit Committee and attendance of the Directors at the Audit Committee Meetings aregiven below :

Name of the Directors Number of meetings attended/ Number of meetings held during the tenure of 2017-18
Mr. Paresh H. Ashra 2/2
Mr. Utpal R. Desai 2/2
Mr. Rajnikant C. Shah 2/2

The recommendations of the Audit Committee as and when made to the Board have beenaccepted by it.

Nomination & Remuneration Committee Meetings

One Meeting of Nomination & Remuneration Committee was held during the year underconsideration on

07/11/2017. The details of composition of the Nomination & Remuneration Committeeand attendance of the

Directors at the Nomination & Remuneration Committee Meetings are given below :

Name of the Directors Number of meetings attended/ Number of meetings held during the tenure of 2017-18
Mr. Utpal R. Desai 1/1
Mr. Paresh H. Ashra 1/1
Mrs. Drishti H. Parekh 1/1

Stakeholders' Relationship Committee Meetings

One Meeting of Stakeholders' Relationship Committee was held during the year underconsideration on 12/03/2018. The details of composition of the Stakeholders' RelationshipCommittee and attendance of the Directors at the Stakeholders' Relationship CommitteeMeetings are given below :

Name of the Directors Number of meetings attended/ Number of meetings held during the tenure of 2017-18
Mr. Utpal R. Desai 1/1
Mr. Paresh H. Ashra 1/1
Mr. Rupesh M. Shah 1/1

Meeting of Independent Directors

One Meeting of Independent Directors was held during the year under consideration on12/03/2018 which was attended by all 3 Independent Directors - Mr. Utpal R. Desai Mr.Paresh H. Ashra and Mrs. Drishti H. Parekh.

DIRECTORS AND KEY MANAGEMENT PERSONNEL – APPOINTMENT & RESIGNATION

Mr. Paresh H. Ashra Mr. Utpal R. Desai and Mrs. Drishti H. Parekh were appointed asIndependent Additional Directors with effect from 2nd August 2017. Thereafter at theExtra Ordinary General Meeting of the Company held on 14th August 2017 they wereappointed as Directors of the Company.

Mr. Narendra C. Shah and Mr. Mahendra C. Shah Directors of the Company retire byrotation at the ensuing

Annual General Meeting and being eligible offers themselves for re-appointment.

Mr. Bharat Kumar Bhatt and Ms. Tanvi Shah were appointed as the Chief Financial Officerand the Company

Secretary respectively with effect from 2nd August 2017.

There was no resignation of Director or Key Management Personnel during the year.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in Section 149(6) of the Act.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUAL

DIRECTORS

The Company was listed on 13/10/2017 and the Board of Directors of the Company hasinitiated and put in place evaluation of its own performance its committees andindividual directors.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your

Directors make the following statements in terms of Section 134(3)(c) of the CompaniesAct 2013 :

(a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures if any;

(b) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit/ loss of the Company for that period;

(c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) that the Directors have prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

(f) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

AUDITORS

M/s. Sanjay C. Shah & Associates Chartered Accountants (Firm Registration No.128148W) were re-appointed as the Statutory Auditors of the Company to hold office fromthe conclusion of the Annual General Meeting (AGM) held on 30th September 2014 until theconclusion of AGM of the Company to be held in the year 2019 (subject to ratification oftheir appointment by the members at every AGM held after the AGM held on 30th September2014).

The members are requested to ratify the appointment of the Statutory Auditors asaforesaid and fix their remuneration.

AUDIT REPORT

The Audit Report for the year is self explanatory and therefore does not call for anyfurther comment thereon.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND THEIR

ADEQUACY

Your Company has in place adequate internal financial controls with reference tofinancial statements commensurate with the size scale and complexity of its operationswhich also ensures that all assets are safeguarded and transactions are authorizedrecorded and reported correctly. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. In theBoard's view there are no material risks which may threaten the existence of theCompany.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

WHICH HAVE OCCURRED BETWEEN END OF FINANCIAL YEAR AND DATE OF THIS REPORT

There is no material change and commitment affecting the financial position of theCompany which has occurred between end of the financial year under review and the date ofthis Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Sections 134(3)(a) and 92(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 an extract of theAnnual Return in Form No. MGT-9 is attached herewith as Annexure I and forms partof this Report.

DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Joint Venture Company or an Associate Company. The whollyowned subsidiary company of the Company – STL Transworld Private Limited wasincorporated on 6th October 2017. Pursuant to Section 129 of the Companies Act 2013 readwith Rule 5 of the Companies (Accounts) Rules 2014 the report on the performance andfinancial position of the Subsidiary Company in Form AOC-1 is attached herewith asAnnexure II and forms part of this Report.

The audited financial statements of the said subsidiary company is available forinspection by any member at the Registered Office of the Company during business hours onworking days up to the date of the ensuing AGM. Any member who is interested in obtaininga copy of the audited financial statement of the subsidiary company may write to theCompany Secretary at the Registered Office of your Company.

Pursuant to the provisions of Section 136 of the Companies Act 2013 the auditedstandalone and consolidated financial statements of the Company along with relevantdocuments and separate accounts in respect of subsidiary company are available on thewebsite of the Company.

LOANS INVESTMENTS AND GUARANTEES BY THE COMPANY

During the year there is no loan given guarantee given or security provided by theCompany covered under Section 186 of the Companies Act 2013. The Company has madefollowing investment in its wholly owned subsidiary during the year pursuant to Section186 of the Companies Act 2013 :

Name of the Entity Relation Wholly Amount (Rs.) Particulars of loans guarantees investments Purpose for loans guarantees investments are proposed to be utilised
STL Transworld Private Limited Owned Subsidiary 1.00 Lac Investment Business purpose

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators courts andtribunals impacting the going concern status and the Company's operations in future.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 regarding Corporate Social Responsibility are notapplicable to the Company.

DEPOSITS

During the year under review the Company has not accepted any deposit covered underChapter V of the Companies Act 2013 (i.e. Acceptance of Deposits by Companies) read withthe Companies (Acceptance of Deposits) Rules 2014.

CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

There is no contract or arrangements made during the year with related parties whichrequires disclosure under Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2)of the Companies (Accounts) Rules 2014. Your Directors draw attention to Note No. 28 ofthe financial statements which sets out related party disclosures.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company's operations involve low energy consumption. However constant endeavoursare made to check power consumption and to optimise the use of energy by usingenergy-efficient computers and other equipments. The Company uses CFL/LED fixtures toreduce the power consumption.

There was no Foreign Exchange Earnings and Outgo during the year.

Considering the nature of the activities carried out by the Company the otherparticulars specified in Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014 are not applicable.

STATEMENT OF DEVIATION OR VARIATION

During the financial year ended 31st March 2018 there is no deviation or variation inutilization of proceeds raised by the Company through Initial Public Offer from theobjects stated in the prospectus dated 21/09/2017. Further the said funds have been fullyutilized.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors appointed M/s. Sanjay Sangani & Co. Company Secretaries asSecretarial Auditors to conduct Secretarial Audit. The Secretarial Audit Report (in FormMR-3) the year ended 31st March 2018 is attached herewith as Annexure III andforms part of this Report.

In respect of remark in the Secretarial Audit Report we have to state that the Companyis in the process of obtaining registrations under Carriage by Road Act 2007 and MotorTransport Workers Act 1961.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards.

VIGIL MECHANISM/ WHISTLE BLOWER MECHANISM

The Company has put in place a Whistle Blower Policy to provide an open and transparentworking environment and to promote responsible and secure whistle blowing system fordirectors and employees of the Company to raise concern. The Policy broadly coverinstances of fraudulent financial reporting financial irregularities misappropriation/misuse of the company resources manipulation of company data/ records breach ofcontract etc. The Policy provides adequate safeguard against victimisation ofemployee(s)/ director(s) who raise the concern and have access to Whole-time Director/Chairman of Audit Committee who are entrusted to oversee the whistle blower mechanism. ThePolicy is available on the website of the Companyhttp://www.shreejitranslogistics.com/uploads/whistle-blower.pdf.

PARTICULARS OF EMPLOYEES

In terms of the requirements of Section 197(12) of the Act read with Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedfrom time to time the disclosures pertaining to the remuneration and other details aregiven in Annexure IV of this Report.

The statement containing particulars of employees as required under Rule 5(2) and (3)of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisReport. Further in terms of Section 136 of the Act the Annual Reports are being sent tothe Members and others entitled thereto excluding the aforesaid statement. The saidstatement is available for inspection by the Members at the Registered Office of theCompany during business hours on working days up to the date of the ensuing AGM. If anyMember is interested in obtaining a copy thereof such Member may write to the CompanySecretary in this regard.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND

SENIOR MANAGEMENT PERSONNEL

The Nomination & Remuneration Committee has framed a Policy in terms of theprovisions of Section 178(3) of the Act dealing with appointment and remuneration ofDirectors Key Managerial Personnel and Senior Management Personnel. The policy coverscriteria for determining qualifications positive attributes independence andremuneration of its Directors Key Managerial Personnel and Senior Management Personnel.The said Policy is annexed as Annexure V and forms part of this Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION

PROHIBITION & REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. The Company is committed to provide a work environment which isfree from discrimination and unlawful harassment at workplace. An appropriate complaintmechanism in the form of 'Internal Complaints Committee' has been created in the Companyfor time-bound redressal of the complaint made by the victim.

The members of the Committee provide for the following measures for safety of the womenemployees at workplace:

a. To formulate the Sexual Harassment Policy in order to ensure the prevention ofsexual harassment and safety of women employees at work place;

b. To conduct the meeting in case of any complaint received in writing from any womenemployees to settle the grievances and to ensure the proper compensation in case of anymisconduct harassment with the women employees;

c. Provide a safe working environment at the workplace;

d. Organize workshops and awareness programmes at regular intervals.

There was no compliant received by the Company during the year under the aforesaid Act.

ACKNOWLEDGMENT

Your Directors would like to place on record their deep sense of gratitude to BankersGovernment Authorities and

Shareholders.

For and on behalf of the Board
NARENDRA C. SHAH RAJNIKANT C. SHAH
Mumbai Wholetime Director Wholetime Director
Date : 30-05-2018 DIN : 00268812 DIN : 00269109